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BLUE TO GOLD LLC; 2024-09-19;
City Attorney Approved Version 6/5/2024 Page 1 AGREEMENT FOR ON-SITE LAW ENFORCEMENT TRAINING SERVICES BLUE TO GOLD, LLC THIS AGREEMENT is made and entered into as of the ______________ day of ___________________, 20__, by and between the City of Carlsbad, California, a municipal corporation ("City") and Blue to Gold, a limited liability company ("Contractor”). RECITALS City requires the professional services of a consultant that is experienced in law enforcement training. Contractor has the necessary experience in providing these professional services, has submitted a proposal to City and has affirmed its willingness and ability to perform such work. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the “Services”) that are defined in Exhibit “A,” attached and incorporated by this reference in accordance with the terms and conditions set forth in this Agreement. 2. TERM This Agreement will be effective for a period of one year (1) year(s) from the date first above written. 3. COMPENSATION The total fee payable for the Services to be performed during the initial Agreement term shall not exceed five thousand dollars ($5,000.00). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or the Services specified in Exhibit “A.” 4. STATUS OF CONTRACTOR Contractor will perform the Services as an independent contractor and in pursuit of Contractor’s independent calling, and not as an employee of City. Contractor will be under the control of City only as to the results to be accomplished. 5. INDEMNIFICATION Contractor agrees to defend (with counsel approved by the City), indemnify, and hold harmless the City and its officers, elected and appointed officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any willful misconduct or negligent act or omission of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. If Contractor’s obligation to defend, indemnify, and/or hold harmless arises out of Contractor’s performance as a “design professional” (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code Section 2782.8, which is fully incorporated herein, Contractor’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, and, upon Contractor obtaining a Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 September 19th 24 City Attorney Approved Version 6/5/2024 Page 2 final adjudication by a court of competent jurisdiction. Contractor’s liability for such claim, including the cost to defend, shall not exceed the Contractor’s proportionate percentage of fault. The parties expressly agree that any payment, attorney’s fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City’s self-administered workers’ compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. 6. INSURANCE Contractor will obtain and maintain policies of commercial general liability insurance, automobile liability insurance, a combined policy of workers' compensation, employers liability insurance, and professional liability insurance from an insurance company authorized to transact the business of insurance in the State of California which has a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report, in an amount of not less than one million dollars ($1,000,000) each, unless otherwise authorized and approved by the Risk Manager or the City Manager. Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. The insurance will be in force during the life of this Agreement and will not be canceled without thirty (30) days prior written notice to the City by certified mail. City will be named as an additional insured on General Liability which shall provide primary coverage to the City. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Contractor will furnish certificates of insurance to the Contract Department, with endorsements to City prior to City’s execution of this Agreement. 7. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City For Contractor Name Nathan Horton Name Erahn Martin Title Police Sergeant – Training Title VP of Agency Training Department Police Address 12402 N Division #119 City of Carlsbad Spokane, WA 99218 Address 2560 Orion Way Phone No. 702-847-6514 Carlsbad, CA 92010 Email erahn@bluetogold.com Phone No. 442-339-5601 Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 City Attorney Approved Version 6/5/2024 Page 3 8. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests as required in the City of Carlsbad Conflict of Interest Code. Yes ☐ No ☒ If yes, list the contact information below for all individuals required to file: Name Email Phone Number 9. COMPLIANCE WITH LAWS Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 10. CALIFORNIA AIR RESOURCES BOARD (CARB) ADVANCED CLEAN FLEETS REGULATIONS Contractor’s vehicles with a gross vehicle weight rating greater than 8,500 lbs. and light-duty package delivery vehicles operated in California may be subject to the California Air Resources Board (CARB) Advanced Clean Fleets regulations. Such vehicles may therefore be subject to requirements to reduce emissions of air pollutants. For more information, please visit the CARB Advanced Clean Fleets webpage at https://ww2.arb.ca.gov/our-work/programs/advanced-clean-fleets. 11. TERMINATION City or Contractor may terminate this Agreement at any time after a discussion, and written notice to the other party. City will pay Contractor's costs for services delivered up to the time of termination, if the services have been delivered in accordance with the Agreement. 12. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees it may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. Contractor further acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to terminate this Agreement. 13. JURISDICTIONS AND VENUE This Agreement shall be interpreted in accordance with the laws of the State of California. Contractor agrees and stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this Agreement is the State Superior Court, San Diego County, California. 14. ASSIGNMENT Contractor may assign neither this Agreement nor any part of it, nor any monies due or to become due under it, without the prior written consent of City. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 City Attorney Approved Version 6/5/2024 Page 4 15. THIRD PARTY RIGHTS Nothing in this Agreement should be construed to give any rights or benefits to any party other than the City and Contractor. 16. AMENDMENTS This Agreement may be amended by mutual consent of City and Contractor. Any amendment will be in writing, signed by both parties, with a statement of estimated changes in charges or time schedule. 17. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the Agreement supersede the purchase order. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. This Agreement may be executed in counterparts. 18. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions of this Agreement. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California Blue to Gold, a limited liability company By: By: (sign here) Police Chief Kristen Bandiero / CFO (print name/title) ATTEST: By: SHERRY FREISINGER, City Clerk (sign here) By: Deputy City Clerk (print name/title) If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A. Group B. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 City Attorney Approved Version 6/5/2024 Page 5 Chairman, Secretary, President, or Assistant Secretary, Vice-President CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CINDIE K. McMAHON, City Attorney BY: _____________________________ Assistant City Attorney Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 City Attorney Approved Version 6/5/2024 Page 6 EXHIBIT A SCOPE OF SERVICES AND FEE On-site training will be held at the Safety Training Center, 5750 Orion Street Carlsbad, CA 92010. The below training courses will be offered by Blue to Gold LLC on the following dates and times: Course Description Date & Time Cost per Student Advanced Search & Seizure The Advanced Search and Seizure training is designed to equip officers with the knowledge and skills they need to independently analyze and solve Fourth Amendment problems, leading to a reduction in lawsuits and the ability to establish good case law. By the end of this course, students will have a solid understanding of when the Fourth Amendment applies, the requirement of consent, recognized exceptions, and the necessity of a warrant for every search or seizure. 09/03/2024 8:00am-5:00pm $125 40 max students per day Advanced Traffic Stops This comprehensive training is designed for all law enforcement professionals who want to be proactive and legally defensible in their actions. The fast-paced instruction uses real-world case law to explain the legal aspects of searches and seizures in federal and state- specific jurisdictions, specifically focusing on traffic stops. 09/04/2024 8:00am-5:00pm $125 40 max students per day Advanced Criminal Investigations This comprehensive training program is designed to equip officers with the knowledge and skills they need to navigate even the most complex search and seizure scenarios. This training will deep dive into case law to learn how to respond legally and effectively to undercover operations, anonymous tips, constructive possession issues, and more. 09/05/2024 8:00am-5:00pm $125 40 max students per day Bulletproof Report Writing Bulletproof Report Writing is primarily focused on training officers the required articulation skills that will help them construct legally defensible police reports. Officers need to 12/16 - 17/2024 8:00am-5:00pm $125 Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 City Attorney Approved Version 6/5/2024 Page 7 produce detailed and solid statements on encounters that allow prosecutors to charge defendants without asking for follow-up information. The key ingredient is the power to articulate and officers will learn this vital skill. *Additional trainings not listed in the above table may be added after this contract has been executed These trainings are open to external agencies. In exchange for being the host agency, the Carlsbad Police Department will receive one (1) free sear for every ten (10) paid registrations (10 free seats max). Final registration numbers and the number of free seats will be issued two weeks prior to the training start date. Blue to Gold will provide each registered officer with a book from the B2G Book store ($29.99 value). If registration is unforeseeably low, Blue to Gold does have the right to cancel, reschedule the class, or to move to Live Online format if the state approves this delivery method. Should an unexpected event or emergency (Covid, bad weather, etc.) prevents in-person training, Blue to Gold will not cancel, but instead reschedule or move the class to Live Online. Carlsbad Police Department agrees to exercise reasonable marketing efforts in conjunction with Blue to Gold staff. A marketing package will be provided to the department a minimum of four months prior to the training date. Blue to Gold will handle all setup, registration, will create the training flyer, and will begin marketing the training (email, mailers & calls) starting four months before the training. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 8/29/2024 97015 CARLSBAD SPOKANE ORCLACKAMAS 12550 SE 93RD AVE, STE 200 PRIEMCO INS BROKERAGE Certificate@Hanover.com (855) 224-7252 (866) 828-2424 Allmerica Financial Benefit 41840 4 4 2,000,000 1,000,000 5,000 2,000,000 4,000,000 4,000,000 A 4 4 Y N Z22 J686484 00 3/31/2024 3/31/2025 A N N Z22 J686484 00 3/31/2024 3/31/2025 Z22 J686484 00N 4 A 3/31/2024 3/31/2025 CITY OF CARLSBAD is an Additional Insured on the General Liability pursuant to the terms and conditions by form 822-0001. WA 99218 CA 92010 BLUE TO GOLD LLC 12402 N DIVISION ST #119 2560 ORION WAY CITY OF CARLSBAD N 4 ECC Insurance Brokers, Inc. B Professional Liability Claims-Made: $1M Ea Claims/$1M AggTMP000583-00 3/31/2024 3/31/2025 Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 ~ □ □ ~ ' Fl □ □ ' ~ - ' '-- ~ '-- -H I I I I I □ 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 1 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. SMALL COMMERCIAL LIABILITY COMPANION ENDORSEMENT This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SUMMARY OF COVERAGES Page SECTION I – ADDITIONAL INSURED PROVISIONS 2 A. Automatic Additional Insured Provisions Including Primary and Non-contributory 2 4. Additional Insureds 2 a. Broad Form Vendors 3 b. Co-owner of Insured Premises 3 c. Controlling Interest 3 d. Mortgagee, Assignee, or Receiver 4 e. Grantor of Franchise 4 f. Lessor of Leased Equipment 4 g. Manager or Lessor of Premises 4 B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non-contributory 4 SECTION II – COVERAGE EXTENSIONS 5 A. Supplementary Payments Extension 5 B. Alienated Premises 5 C. Broad Form Property Damage Legal Liability 6 D. Broad Form Property Damage – Borrowed Equipment, Customers’ Goods, Use of Elevators 6 E. Incidental Malpractice – Employed Nurses, EMT’s and Paramedics 6 F. Personal and Advertising Injury – Broad Form 6 G. Product Recall Expense Product Recall Expense Each Occurrence Limit $25,000 Product Recall Expense Aggregate Limit $50,000 Product Recall Deductible $500 6 H. Who is an Insured Amended “Employees” Redefined Subsidiaries Newly Acquired or Formed Organizations – 180 Days 8 I. Limits of Insurance Amended: Aggregate Limits of Insurance Per Location Products-Completed Operations Aggregate – Twice the Each Occurrence Limit 9 J. Blanket Waiver of Subrogation 9 K. Unintentional Failure to Disclose Hazards 9 L. Unintentional Failure to Notify/Knowledge of an Occurrence 9 M. Medical Expenses – Three Years to Report 9 Z22 J686484 00 Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 2 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. SECTION III – ADDITIONAL CONDITIONS 9 A. Liberalization 9 B. Concealment, Misrepresentation or Fraud 10 C. Insurance Under Two or More Coverages 10 SECTION IV – EXCLUSIONS 10 A. Coverage A – Bodily Injury and Property Damage Liability and Coverage B – Personal and Advertising Injury Exclusions 10 Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability 10 Aircraft Products, Grounding and Testing 10 Professional Services 11 Unmanned Aircraft 11 B. Coverage A – Bodily Injury and Property Damage and Coverage C –Medical Payments Exclusions 12 Nuclear Energy Liability 12 C. Amended Exclusion With Coverage Extension 13 Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft 13 SECTION V – AMENDED DEFINITIONS 13 “Bodily Injury”14 “Products – Completed Operations Hazard”14 “Property Damage”14 SECTION I – ADDITIONAL INSURED PROVISIONS A. Automatic Additional Insured Provisions Including Primary and Non-contributory: 1. SECTION II – WHO IS AN INSURED is amended to include as an insured any person or organization described in paragraphs 4.a through 4.g.below, whom you agree to add as an Additional Insured. 2.However, the insurance afforded to such Additional Insured described below: a.Only applies to the extent permitted by law. b.Will not be broader than the insurance which you are required by the written contract, agreement or permit, if any, to provide for such additional insured. c.Applies on a primary basis and we will not seek contribution from any other insurance available to the Additional Insured, if that is required by an applicable written contract, agreement or permit. d.Will not be broader than coverage provided to any other insured. e.Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. f.Does not apply to any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. 3.The most we will pay on behalf of the Additional Insured for a covered claim is the lesser of the amount of insurance: a.Required by the applicable written contract, agreement or permit, if any; or b.Available under the applicable Limits of Insurance shown in the Declarations or any endorsement to the policy. 4. Additional Insureds The following persons or organizations qualify as additional insureds under this endorsement: Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 3 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. The following is added to SECTION II – WHO IS AN INSURED: a. Broad Form Vendors (1)Any person or organization that is a vendor with whom you agreed in a written contract or agreement to include as an additional insured under this Coverage Part is an insured, but only with respect to liability for “bodily injury” or “property damage” arising out of “your products” which are distributed or sold in the regular course of the vendor’s business. (2)With respect to insurance afforded to such vendors, the following additional exclusions apply: The insurance afforded to the vendor does not apply to: (a)“Bodily injury” or “property damage” for which the vendor is obligated to pay damages by reasons of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the insured would have in the absence of the contract or agreement; (b)Any express warranty unauthorized by you; (c)Any physical or chemical change in the product made intentionally by the vendor; (d)Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instruction from the manufacturer, and then repackaged in the original container; (e)Any failure to make such inspection, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business in connection with the sale of the product; (f)Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the product; (g)Products which, after distribution or sale by you, have been labeled or relabeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; (h)“Bodily injury" or "property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (i)The exceptions contained within the exclusion in paragraphs (d)or (f)above; or (ii)Such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. (i)“Bodily injury” or “property damage” arising out of an “occurrence” that took place before you have signed the contract or agreement with the vendor. (j)Any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. b. Co-owner of Insured Premises Any person or organization who is a co- owner of premises described in the declarations. Such person(s) or organization(s) is an insured only with respect to their liability as co-owner of the co-owned premises. c. Controlling Interest Any person or organization that has a majority controlling interest in you, but only with respect to their liability arising out of: (1)Their financial control of you; or (2)Premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for such additional insured. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 4 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. d. Mortgagee, Assignee, or Receiver Any mortgagee, assignee or receiver, but only with respect to their liability as mortgagee, assignee, or receiver and arising out of the ownership, maintenance or use of a premises by you. This insurance does not apply to structural alterations, new construction or demolition operations performed by or for such additional insured. e. Grantor of Franchise Any person or organization who is a grantor of a franchise to you, but only with respect to their liability as grantor of a franchise to you. f. Lessor of Leased Equipment Any person or organization from whom you lease equipment is also an additional insured, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person or organization. However, the insurance afforded to such additional insured does not apply to any “occurrence” that takes place after the equipment lease expires. g. Manager or Lessor of Premises Any person or organization from whom you lease premises is also an additional insured, but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. However, this provision does not apply to: (1)Any "occurrence" that takes place after you cease to be a tenant in the premises. (2)Structural alterations, new construction or demolition operations performed by or for such additional insured(s). B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non-contributory 1.Any person or organization who does not qualify as an Additional Insured in A. Automatic Additional Insured Provisions Including Primary and Non-contributory,4. Additional Insureds, paragraphs a. through g.above with whom you agreed in a written contract, agreement or permit to add as an additional insured on your policy is an additional insured only with respect to liability for “bodily injury”, “property damage”, or “personal and advertising injury” caused, in whole or in part, by your acts or omissions, or the acts or omissions of those acting on your behalf, but only with respect to: a.Premises you own, rent, lease or occupy; b.Your ongoing operations for the additional insured(s) designated in the written contract, agreement or permit; c.“Your work” included in the “products- completed operations hazard”, but only if: (1)The written contract, agreement or permit requires you to provide such coverage to the additional insured; and (2)This Coverage Part provides coverage for “bodily injury” or “property damage” included within the “products- completed operations hazard”. 2.The insurance afforded to such additional insured described above: a.Only applies to the extent permitted by law. b.Will not be broader than the insurance which you are required by the written contract, agreement or permit to provide for such additional insured. c.Applies on a primary basis and we will not seek contribution from any other insurance available to the Additional Insured, if that is required by the written contract, agreement or permit. d.Does not apply if the “bodily injury”, “property damage”, or “personal and advertising injury” arises out of sole negligence of the additional insured. e.Will not be broader than coverage provided to any other insured. f.Does not apply if the “bodily injury”, “property damage” or “personal and advertising injury” is otherwise excluded from coverage under this Coverage Part, including any endorsements thereto. g.Does not apply unless the written contract or agreement was executed or permit was issued prior to the "bodily injury”, “property damage", or "personal and advertising injury". h.Does not apply to any person or organization included as an insured by another endorsement issued by us and made part of this Coverage Part. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 5 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. i.Does not apply to any lessor of equipment after the equipment lease expires. j.Does not apply to any: (1)Owners or other interests from whom land has been leased if the “occurrence” takes place or the offense is committed after the lease for the land expires; or (2)Managers or lessors of premises if: (a)The “occurrence” takes place or the offense is committed after you cease to be a tenant in that premises; or (b)The "bodily injury", "property damage", "personal and advertising injury" arises out of structural alterations, new con- struction or demolition operations performed by or on behalf of the manager or lessor. k.Does not apply to “bodily injury”, “property damage” or “personal and advertising injury” arising out of the rendering of or the failure to render any professional services. This exclusion applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily injury” or “property damage” or the offense which caused the “personal and advertising injury” involved the rendering of or failure to render any professional services by or for you. 3.With respect to the insurance afforded to these additional insureds, the following is added to SECTION III – LIMITS OF INSURANCE: The most we will pay on behalf of the additional insured for a covered claim is the lesser of the amount of insurance: 1.Required by the written contract, agreement or permit described in B. Additional Insured by Contract, Agreement or Permit With Completed Operations and Primary and Non- contributory, paragraph 1.or 2.Available under the applicable Limits of Insurance shown in the Declarations or any endorsement to this policy. This provision shall not increase the applicable Limits of Insurance shown in the Declarations. SECTION II – COVERAGE EXTENSIONS A. Supplementary Payments Extension SECTION I – COVERAGES, SUPPLEMENTARY PAYMENTS – COVERAGES A AND B, paragraph 1.is replaced by the following: 1.We will pay, with respect to any claim we investigate or settle, or any "suit" against an insured we defend: a.All expenses we incur. b.Up to $2500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. c.The cost of bonds to release attachments, but only for bond amounts within our Limit of Insurance. We do not have to furnish these bonds. d.All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. e.All court costs taxed against the insured in the "suit". However, these payments do not include attorneys’ fees or attorneys’ expenses taxed against the insured. f.Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the Limit of Insurance, we will not pay any prejudgment interest based on that period of time after the offer. g.All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within our Limit of Insurance. These payments will not reduce the Limits of Insurance. B. Alienated Premises SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property, paragraph (2) is replaced by the following: (2)Premises you sell, give away or abandon, if the “property damage” arises out of any part of those premises and occurred from hazards that were known by you, or should have reasonably been known by you, at the time the property was transferred or abandoned. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 6 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. C. Broad Form – Property Damage Legal Liability The following is added to SECTION II - LIMITS OF INSURANCE, Paragraph 6. The Damages to Premises Rented to You Limit shown on the Declarations will apply to a claim because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, while rented to you or temporarily occupied by you with permission of the owner. If the General Aggregate Limit shown on the Declarations is less than $1,000,000, for the purpose of the Damages To Premises Rented to You coverage only, the General Aggregate Limit will be equal to the Damage to Premises Rented to You Limit shown on the Declarations. The Damage to Premises Rented to You Limit does not and should not be construed to increase the General Aggregate Limit except as provided in the limited circumstance described in this paragraph. D. Broad Form Property Damage – Borrowed Equipment, Customers’ Goods, Use of Elevators 1.The following is added to SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions, j. Damage to Property: Paragraph (4)does not apply to “property damage” to borrowed equipment while at a jobsite and not being used to perform operations. Paragraphs (3), (4)and (6)do not apply to “property damage” to “customers’ goods” while on your premises. Paragraphs (3), (4)and (6)do not apply to the use of elevators. 2.For the purposes of this endorsement, the following definition is added to SECTION V – DEFINITIONS: 1.“Customers’ goods” means property of your customer(s) on your premises for the purpose of being: a.Worked on; or b.Used in your manufacturing process. 3.The insurance afforded under this provision is excess over any other valid and collectible property insurance (including deductible) available to the insured whether primary, excess, contingent or on any other basis. E. Incidental Malpractice – Employed Nurses, EMT’s and Paramedics With respect to the COMMERCIAL GENERAL LIABILITY COVERAGE form,SECTION II – WHO IS AN INSURED, paragraph 2.a.(1)(d)and with respect to the SMALL COMMERCIAL LIABILITY COMPANION endorsement, SECTION IV – EXCLUSIONS, A. Professional Services do not apply to a nurse, emergency medical technician or paramedic employed by you if you are not engaged in the business or occupation of providing medical, paramedical, surgical, dental, x- ray or nursing services. F. Personal and Advertising Injury – Broad Form 1. SECTION I – COVERAGES, COVERAGE B – PERSONAL AND ADVERTISING INJURY LIABILITY,2. Exclusions, e. Contractual Liability is deleted. 2. SECTION V – DEFINITIONS,14. "Personal and advertising injury", paragraph b.is replaced by the following: b.Malicious prosecution or abuse of process. 3.The following is added to SECTION V – DEFINITIONS,14."Personal and advertising injury": “Discrimination” (unless insurance thereof is prohibited by law) that results in injury to the feelings or reputation of a natural person, but only if such “discrimination” is: (1)Not done intentionally by or at the direction of: (a)The insured; (b)Any officer of the corporation, director, stockholder, partner or member of the insured; and (2)Not directly or indirectly related to an "employee", nor to the employment, prospective employment or termination of any person or persons by an insured. 4.For purposes of this endorsement, the following definition is added to SECTION V – DEFINITIONS: 1.“Discrimination” means the unlawful treatment of individuals based upon race, color, ethnic origin, gender, religion, age, or sexual preference. “Discrimination” does not include the unlawful treatment of individuals based upon developmental, physical, cognitive, mental, sensory or emotional impairment or any combination of these. 5.This coverage does not apply if liability coverage for “personal and advertising injury” is excluded either by the provisions of the Coverage Form or any endorsement thereto. G. Product Recall Expense 1. SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 7 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. LIABILITY, 2. Exclusions,n. Recall of Products, Work or Impaired Property is replaced by the following: n. Recall of Products, Work or Impaired Property Damages claimed for any loss, cost or expense incurred by you or others for the loss of use, withdrawal, recall, inspection, repair, replacement, adjustment, removal or disposal of: (1)“Your product”; (2)“Your work”; or (3)“Impaired property”; if such product, work or property is withdrawn or recalled from the market or from use by any person or organization because of a known or suspected defect, deficiency, inadequacy or dangerous condition in it, but this exclusion does not apply to “product recall expenses” that you incur for the “covered recall” of “your product” if the “covered recall” was initiated during the policy period. However, the exception to the exclusion does not apply to “product recall expenses” resulting from: (4)Failure of any products to accomplish their intended purpose; (5)Breach of warranties of fitness, quality, durability or performance; (6)Loss of customer approval, or any cost incurred to regain customer approval; (7)Redistribution or replacement of “your product” which has been recalled by like products or substitutes; (8)Caprice or whim of the insured; (9)A condition likely to cause loss of which any insured knew or had reason to know at the inception of this insurance; (10)Asbestos, including loss, damage or clean up resulting from asbestos or asbestos containing materials; or (11)Recall of “your products” that have no known or suspected defect solely because a known or suspected defect in another of “your products” has been found. 2.The following is added to SECTION II – WHO IS AN INSURED, paragraph 3.b.: “Product recall expense” arising out of any withdrawal or recall that occurred before you acquired or formed the organization. 3.The following is added to SECTION III – LIMITS OF INSURANCE: Product Recall Expense Limits of Insurance a.The Limits of Insurance shown in the SUMMARY OF COVERAGES of this endorsement and the rules stated below fix the most that we will pay under this Product Recall Expense coverage regardless of the number of: (1)Insureds; (2)“Covered Recalls” initiated; or (3)Number of “your products” withdrawn or recalled. b.The Product Recall Expense Aggregate Limit is the most we will reimburse you for the sum of all “product recall expenses” incurred for all “covered recalls” initiated during the policy period. c.The Product Recall Each Occurrence Limit is the most we will pay in connection with any one defect or deficiency. d.All “product recall expenses” in connection with substantially the same general harmful condition will be deemed to arise out of the same defect or deficiency and considered one “occurrence”. e.Any amount reimbursed for “product recall expenses” in connection with any one “occurrence” will reduce the amount of the Product Recall Expense Aggregate Limit available for reimbursement of “product recall expenses” in connection with any other defect or deficiency. f.If the Product Recall Expense Aggregate Limit has been reduced by reimbursement of “product recall expenses” to an amount that is less than the Product Recall Expense Each Occurrence Limit, the remaining Aggregate Limit is the most that will be available for reimbursement of “product recall expenses” in connection with any other defect or deficiency. g. Product Recall Deductible We will only pay for the amount of "product recall expenses" which are in excess of the $500 Product Recall Deductible. The Product Recall Deductible applies separately to each "covered recall". The limits of insurance will not be reduced by the amount of this deductible. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 8 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. We may, or will if required by law, pay all or any part of any deductible amount, if applicable. Upon notice of our payment of a deductible amount, you shall promptly reimburse us for the part of the deductible amount we paid. The Product Recall Expense Limits of Insurance apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for the purposes of determining the Limits of Insurance. 4.The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS,2. Duties in the Event of Occurrence,Offense, Claim or Suit: You must see to it that the following are done in the event of an actual or anticipated “covered recall” that may result in “product recall expense”: (1)Give us prompt notice of any discovery or notification that “your product” must be withdrawn or recalled. Include a description of “your product” and the reason for the withdrawal or recall; (2)Cease any further release, shipment, consignment or any other method of distribution of like or similar products until it has been determined that all such products are free from defects that could be a cause of loss under this insurance. 5.For the purpose of this endorsement, the following definitions are added to SECTION V – DEFINITIONS: 1.“Covered recall” means a recall or withdrawal made necessary because you or a government body has determined that a known or suspected defect, deficiency, inadequacy, or dangerous condition in “your product” has resulted or is reasonably expected to result in “bodily injury” or “property damage”. 2.“Product recall expense(s)” means: a.Necessary and reasonable expenses for: (1)Communications, including radio or television announcements or printed advertisements including stationary, envelopes and postage; (2)Shipping the recalled products from any purchaser, distributor or user to the place or places designated by you; (3)Remuneration paid to your regular “employees” for necessary overtime; (4)Hiring additional persons, other than your regular “employees”; (5)Expenses incurred by “employees” including transportation and accommodations; (6)Expenses to rent additional warehouse or storage space; (7)Disposal of “your product”, but only to the extent that specific methods of destruction other than those employed for trash discarding or disposal are required to avoid “bodily injury” or “property damage” as a result of such disposal, you incur exclusively for the purpose of recalling “your product”; and b.Your lost profit resulting from such “covered recall”. 6.This Product Recall Expense Coverage does not apply: a.If the “products – completed operations hazard” is excluded from coverage under this Coverage Part including any endorsement thereto; or b.To “product recall expense” arising out of any of “your products” that are otherwise excluded from coverage under this Coverage Part including endorsements. H. Who is an Insured Amended 1. SECTION II – WHO IS AN INSURED, paragraph 2.a.(1)(d)is replaced by the following: (d)Arising out of his or her providing or failing to provide professional services. 2. Insured Employee Extension The following is added to SECTION II – WHO IS AN INSURED, paragraph 2.a.(1)(a): With respect to “bodily injury” only, the limitations above do not apply to your “employees” as insureds with respect to damages caused by cardiopulmonary resuscitation or first aid services administered by such an “employee”. 3. Who is an Insured – Subsidiaries Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 9 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. The following is added to SECTION II – WHO IS AN INSURED: Subsidiaries Any of your subsidiaries, other than a partnership or joint venture, that is not shown as a Named Insured in the Declarations is a Named Insured if: a.You maintain an ownership interest of more than 50% in such subsidiary on the first day of the policy period; and b.Such subsidiary is not an insured under similar other insurance. No such subsidiary is an insured for "bodily injury" or “property damage” that occurred, or “personal and advertising injury” caused by an offense committed: c.Before you maintained an ownership interest or more than 50% in such subsidiary; or d.After the date, if any, during the policy period that you no longer maintain an ownership interest of more than 50% in such subsidiary. 4. Newly Acquired or Formed Organizations – 180 Days SECTION II – WHO IS AN INSURED, paragraph 3.a.is replaced by the following: a.Coverage under this provision is afforded only until the 180th day after you acquire or form the organization or the end of the policy period, whichever is earlier. I. Limits of Insurance Amended General Aggregate Limits of Insurance Per Location The following is added to SECTION III – LIMITS OF INSURANCE: The General Aggregate Limits of Insurance apply separately to each of your “locations” owned by or rented to you. “Location” means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway, waterway or right-of-way of a railroad. J. Blanket Waiver of Subrogation The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS,8. Transfer of Rights of Recovery Against Others to Us: We waive any right of recovery we may have against any person or organization with whom you have a written contract, agreement or permit to waive any rights of recovery against such person or organization because of payments we make for injury or damage arising out of your ongoing operations or “your work” done under a contract with that person or organization and included in the “products-completed operations hazard”. This condition does not apply to Medical Expenses Coverage. K. Unintentional Failure to Disclose Hazards SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS,6. Representations is replaced by the following: 6. Representations We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy provided such failure is not intentional. L. Unintentional Failure to Notify/Knowledge of an Occurrence The following is added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS, 2. Duties in the Event of Occurrence, Offense, Claim or Suit, paragraph a.: Your rights afforded under this Coverage Part shall not be prejudiced if you fail to give us notice of an “occurrence”, offense, claim or “suit”, solely due to your reasonable and documented belief that the “bodily injury”, “property damage” or “personal and advertising injury” is not covered under this Coverage Part. Knowledge of an “occurrence” or offense by an agent or “employee” of the insured will not constitute knowledge by the insured, unless an “executive officer” of the insured knows about such “occurrence” or offense. Failure of an agent or “employee” of the insured, other than an “executive officer” of the insured, to notify us of an “occurrence” or offense that such person knows about will not affect the insurance afforded to you. M. Medical Payments – Three Years to Report SECTION I – COVERAGES, COVERAGE C – MEDICAL PAYMENTS, 1. Insuring Agreement, paragraph a.(3)(b) is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and SECTION III – ADDITIONAL CONDITIONS The following are added to SECTION IV – COMMERCIAL GENERAL LIABILITY CONDITIONS: A. Liberalization If, within 45 days prior to or during the policy period, we adopt any revision that would broaden the coverage under this policy without additional premium, the broadened coverage will immediately apply to this policy. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 10 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. B. Concealment, Misrepresentation or Fraud This policy is void in any case of fraud by you as it relates to this policy at any time. It is also void if you or any other insured, at any time, intentionally conceal or misrepresent a material fact concerning: 1.This policy; 2.The Covered Property; 3.Your interest in the Covered Property; or 4.A claim under this policy. C. Insurance Under Two or More Coverages It is our stated intent that the various Coverage Parts, forms, endorsements or policies issued to the named insured by us, or any company affiliated with us, do not provide any duplication or overlap of coverage for the same claim, “suit”, “occurrence”, offense, accident, “wrongful act” or loss. We will not pay more than the actual amount of the loss or damage. If this Coverage Part and any other Coverage Part, form, endorsement or policy issued to the named insured by us, or any company affiliated with us, apply to the same claim, "suit", occurrence, offense, accident, “wrongful act” or loss, the maximum Limit of Insurance under all such Coverage Parts, forms, endorsements or policies combined shall not exceed the highest applicable Limit of Insurance under any one Coverage Part, form, endorsement or policy. This condition does not apply to any Excess or Umbrella Policy issued by us specifically to apply as excess insurance over this policy. SECTION IV – EXCLUSIONS A.The following are added to SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I – COVERAGES, COVERAGE B – PERSONAL AND ADVERTISING INJURY, 2. Exclusions: Access Or Disclosure Of Confidential Or Personal Information And Data-related Liability Damages arising out of: (1)Any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information; or (2)The loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in paragraphs (1) or (2) above. However, unless paragraph (1)above applies, this exclusion does not apply to damages because of “bodily injury”. As used in this exclusion, electronic data means information, facts or computer programs stored as or on, created or used on, or transmitted to or from computer software including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the foregoing description of electronic data, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. Aircraft Products, Grounding and Testing (1)“Bodily injury”, “property damage” or “personal and advertising injury” arising out of: (a)“Aircraft products” or reliance upon any representation or warranty made with such product; (b)The “grounding” of any aircraft; or (c)The “testing” of any aircraft. (2)For purposes of this Exclusion, the following definitions apply: (a)“Aircraft Products” means: (i)Aircraft, including but not limited to missiles, spacecraft, or any other aircraft goods or products you manufacture, sell, handle or distribute; (ii)Aircraft and any ground support or control equipment used in connection therewith; (iii)Any product provided by the insured and installed or used in connection with any aircraft; (iv)Any tooling used in respect to any aircraft; (v)Training and navigational aids, instructions, manuals, blueprints, engineering or other data in connection with any aircraft; (vi)Any advice, service or labor supplied with any aircraft; or Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 11 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. (vii)Services you or others trading under your name provide or recommend for use in the manufacture, repair, operation, maintenance or use of any aircraft. (b)“Grounding” means the withdrawal of one or more aircraft from flight operations or the imposition of speed, passenger or load restrictions on such aircraft, due to the existence of or alleged or suspected existence of any defect, fault or condition: (i)In such aircraft or any part sold, handled or distributed by you or that is manufactured, assembled or processed by any other person or organization according to your specifications, plans, suggestions, orders or drawings; or (ii)With tools, machinery or other equipment furnished to such persons or organizations by you; whether such withdrawn aircraft are owned or operated by the same or different persons or organizations. “Grounding” shall be deemed to commence on the date of an “occurrence” which discloses the necessity of “grounding” or on the date an aircraft is first withdrawn from service because of such condition, whichever comes first. (c)“Testing” means examination, observation, evaluation or measuring of the performance of “aircraft products”, while either in the air or on the ground. Professional Services "Bodily injury", "property damage", or "personal and advertising injury" caused by the rendering of or failure to render any professional service, advice or instruction: (1)By any insured; or (2)On behalf of any insured; or (3)From whom any insured assumed liability by reason of a contract or agreement, regardless of whether any such service, advice or instruction is ordinary to any insured’s profession. Professional services include but are not limited to: (4)Legal, accounting or advertising services, notary, title abstract, tax preparation, real estate, stockbroker, publishing, architects or insurance services; (5)Preparing, approving, or failing to prepare or approve maps, drawings, opinions, reports, surveys, change orders, designs or specifications; (6)Supervisory, inspection or engineering services; (7)Any medical, surgical, dental, x-ray, nursing, health or therapeutic services, treatment, advice or instruction including, but not limited to, the prescribing, furnishing or dispensing of drugs; (8)Any service, treatment, advice or instruction for the purpose of appearance or skin enhancement, hair removal or replacement or personal grooming, including body piercing services or use or exposure to any sun lamp, tanning booth or other similar appliance; (9)Optometry or optical or hearing aid services including the prescribing, preparation, fitting, demonstration or distribution of ophthalmic lenses and similar products or hearing aid devices; (10)Services in the practice of pharmacy; (11)Management, Human Resource, Testing, Media or Public Relations consulting services. This exclusion applies even if a claim alleges negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by an insured, if the “occurrence” which caused the “bodily injury” or “property damage”, or the offense which caused the “personal and advertising injury”, involved the rendering of or failure to render any professional service. Unmanned Aircraft (1)“Bodily injury”, “property damage” or “personal and advertising injury” arising out of the ownership, maintenance, use or entrustment to others of any aircraft that is an “unmanned aircraft”. Use includes operation and “loading and unloading”. This paragraph applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the “bodily injury” or “property damage” or the offense which caused the “personal and advertising injury” involved the ownership, maintenance, use or entrustment to others of any aircraft that is an “unmanned aircraft”. This paragraph does not apply to: (a)The use of another’s advertising idea in your “advertisement”; or (b)Infringing upon another’s copyright, trade dress or slogan in your “advertisement”. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 12 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. (2)For purposes of this endorsement, the following is added to SECTION V – DEFINITIONS: “Unmanned aircraft” means an aircraft that is not: (a)Designed; (b)Manufactured; or (c)Modified after manufacture; to be controlled directly by a person from within or on the aircraft. B.The following is added to SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY, 2. Exclusions and SECTION I – COVERAGES, COVERAGE C – MEDICAL PAYMENTS,2. Exclusions: Nuclear Energy Liability (1)"Bodily injury" or "property damage": (a)With respect to which an insured under the policy is also an insured under a nuclear energy liability policy issued by the Nuclear Energy Liability Insurance Association, Mutual Atomic Energy Liability Underwriters or Nuclear Insurance Association of Canada, or would be an insured under any such policy but for its termination upon exhaustion of its limit of liability; or (b)Resulting from the "hazardous properties" of "nuclear material" and with respect to which: (i)Any person or organization is required to maintain financial protection pursuant to the Atomic Energy Act of 1954, or any law amendatory thereof; or (ii)The insured is, or had this policy not been issued would be, entitled to indemnity from the United States of America, or any agency thereof, under any agreement entered into by the United States of America, or any agency thereof, with any person or organization. (2)Under COVERAGE C – MEDICAL PAYMENTS, expenses incurred with respect to "bodily injury" resulting from the "hazardous properties" of "nuclear material" and arising out of the operation of a "nuclear facility" by any person or organization. (3)"Bodily injury" or "property damage" resulting from the "hazardous properties" of the "nuclear material"; if: (a)The "nuclear material": (i)Is at any "nuclear facility" owned by, or operated by or on behalf of, an insured; or (ii)Has been discharged or dispersed therefrom; (b)The "nuclear material" is contained in "spent fuel" or "waste" at any time possessed, handled, used, processed, stored, transported or disposed of by or on behalf of an insured; or (c)The "bodily injury" or "property damage" arises out of the furnishing by an insured of services, materials, parts or equipment in connection with the planning, construction, maintenance, operation or use of any "nuclear facility"; but if such facility is located within the United States of America, its territories or possessions or Canada, this Exclusion (3)applies only to "property damage" to such "nuclear facility" and any property thereat. (4)As used in this exclusion: (a)"By-product material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (b)"Hazardous properties" include radioactive, toxic or explosive properties; (c)"Nuclear facility" means: (i)Any "nuclear reactor"; (ii)Any equipment or device designed or used for: 1)Separating the isotopes of uranium or plutonium; 2)Processing or utilizing "spent fuel"; or 3)Handling, processing or packaging "waste"; (iii)Any equipment or device used for the processing, fabricating or alloying of "special nuclear material" if at any time the total amount of such material in the custody of the insured at the premises where such equipment or device is located consists of or contains more than 25 grams of plutonium or uranium 233 or any combination thereof, or more than 250 grams of uranium 235; (iv)Any structure, basin, excavation, premises or place prepared or used for the storage or disposal of "waste"; and includes the site on which any of the foregoing is located, all operations Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 13 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. conducted on such site and all premises used for such operations; (d)"Nuclear material" means "source material", "special nuclear material" or "by- product material"; (e)"Nuclear reactor" means any apparatus designed or used to sustain nuclear fission in a self-supporting chain reaction or to contain a critical mass of fissionable material; (f)"Property damage" includes all forms of radioactive contamination of property. (g)"Source material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (h)"Special nuclear material" has the meaning given it in the Atomic Energy Act of 1954 or in any law amendatory thereof; (i)"Spent fuel" means any fuel element or fuel component, solid or liquid, which has been used or exposed to radiation in a "nuclear reactor"; (j)"Waste" means any waste material: (i)Containing "by-product material" other than the tailings or wastes produced by the extraction or concentration of uranium or thorium from any ore processed primarily for its "source material" content; and (ii)Resulting from the operation by any person or organization of any "nuclear facility" included under paragraphs (i) and (ii)of the definition of "nuclear facility". C. Amended Exclusion With Coverage Extension SECTION I – COVERAGES, COVERAGE A – BODILY INJURY AND PROPERTY DAMAGE LIABILITY,2. Exclusions,g. Aircraft, Auto or Watercraft is replaced by the following: g. Aircraft (Other Than Unmanned Aircraft), Auto or Watercraft "Bodily injury" or "property damage" arising out of the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft owned or operated by or rented or loaned to any insured. Use includes operation and "loading or unloading". This paragraph g. applies even if the claims against any insured allege negligence or other wrongdoing in the supervision, hiring, employment, training or monitoring of others by that insured, if the “occurrence” which caused the "bodily injury" or "property damage" involved the ownership, maintenance, use or entrustment to others of any aircraft (other than “unmanned aircraft”), "auto" or watercraft that is owned or operated by or rented or loaned to any insured. This paragraph g.does not apply to: (a)A watercraft while ashore on premises you own or rent; (b)A watercraft you do not own that is: (i)Less than 51 feet long; and (ii)Not being used to carry persons or property for a charge; (c)Parking an "auto" on, or on the ways next to, premises you own or rent, provided the "auto" is not owned by or rented or loaned to you or the insured; (d)Liability assumed under any "insured contract" for the ownership, maintenance or use of aircraft (other than “unmanned- aircraft”) or watercraft; or (e)"Bodily injury" or "property damage" arising out of: (i)The operation of machinery or equipment that is attached to, or part of, a land vehicle that would qualify under the definition of “mobile equipment” if it were not subject to a compulsory or financial responsibility law or other motor vehicle insurance or motor vehicle registration law where it is licensed or principally garaged; or (ii)The operation of any of the following machinery or equipment: 1)Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and 2)Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well-servicing equipment; or (f)An aircraft (other than “unmanned aircraft”) that is: (i)Chartered by, loaned to, or hired by you with a paid crew; and (ii)Not owned by any insured. SECTION V – AMENDED DEFINITIONS A. SECTION V – DEFINITIONS, 3."Bodily injury", 16."Products – completed operations hazard", and 17."Property damage" are replaced by the following: Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690 822-0001 08 19 Includes copyrighted material of the Insurance Services Office Inc., with its permission.Page 14 of 14 Copyright 2019 The Hanover Insurance Company. All Rights Reserved. 3."Bodily injury" means bodily injury, sickness or disease sustained by a person, including death resulting from any of these at any time. “Bodily injury” includes mental anguish or other mental injury resulting from “bodily injury”. 16."Products – completed operations hazard": a.Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising out of "your product" or "your work" except: (1)Products that are still in your physical possession; or (2)Work that has not yet been completed or abandoned. However, "your work" will be deemed completed at the earliest of the following times: (a)When all of the work called for in your contract has been completed. (b)When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c)When that part of the work done at the job site has been put to its intended use by any other person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. b.Does not include "bodily injury" or "property damage" arising out of: (1)The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2)The existence of tools, uninstalled equipment or abandoned or unused materials. 17.“Property damage” means: a.Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or b.Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of the "occurrence" that caused it. For the purposes of this insurance, electronic data is not tangible property. As used in this definition, electronic data means information, facts or programs stored as, created or used on, or transmitted to or from computer software, including systems and applications software, hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other media which are used with electronically controlled equipment. ALL OTHER TERMS, CONDITIONS, AND EXCLUSIONS REMAIN UNCHANGED. Docusign Envelope ID: 2FE086FB-7298-4B73-94EF-F5A15E017690